Failure of Conditions; Termination Sample Clauses

Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Sample 1Sample 2Sample 3See All (155)
AutoNDA by SimpleDocs
Failure of Conditions; Termination. In the event of any of the conditions specified in this Share Purchase Agreement shall not be fulfilled on or before the Closing Date, either of the Parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Share Purchase Agreement. In such event, the party that has failed to fulfill the conditions specified in this Share Purchase Agreement will liable for the other Parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Sample 1
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled prior to, or after the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In the event Technical Industries & Energy, Corp. fails to obtain the SEC approval in order to become a publicly traded company, Technical Industries, Inc. shall have the right to cancel this Agreement by returning Technical Industries & Energy, Corp shares and obtaining Technical Industries, Inc. shares back. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other party’s legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Sample 1
Failure of Conditions; Termination. In the event that Buyer fails to satisfy any of the Conditions to Seller's Obligation to Closing by the Closing Date, then, provided Seller is not itself in default hereunder, Seller may terminate this Agreement by notice to Buyer on or before said date or at the Closing itself. If Seller does so, the Deposit shall be paid to Seller as liquidated damages, and neither party shall have any further rights, obligations or liabilities hereunder, except only that Buyer shall, to the extent it has not yet done so, repair and restore any damage or disturbance to the Property caused by its entries thereon for Due Diligence Investigations as required by Section 6.4, and Buyer's indemnify to Seller under said Section with respect to such entries shall survive such termination. Seller and Buyer shall each promptly deliver written instructions to Escrow Agent directing it to pay the Deposit to Seller as aforesaid.
Sample 1
Failure of Conditions; Termination. In the event that Seller fails to satisfy or cause to be satisfied any of the Conditions to Buyer's Obligation to Close by the Closing Date, then, provided Buyer is not itself in material default hereunder, Buyer may terminate this Agreement by notice to Seller before or at the Closing. If Buyer does so, the remaining undisbursed balance of the Deposit, if any, shall be refunded to Buyer, and neither party shall have any further rights, obligations or liabilities hereunder, except only that Buyer shall, to the extent it has not yet done so, repair and restore any damage or disturbance to the Property caused by its entries thereon for Due Diligence Investigations as required by Section 6.4, and Buyer's indemnity to Seller under said Section with respect to such entries shall survive such termination. Seller and Buyer shall each promptly deliver written instructions to Escrow Agent directing it to pay the Deposit to Buyer as aforesaid.
Sample 1
Failure of Conditions; Termination. If any of the conditions precedent to Purchaser’s obligation to close have not occurred or been satisfied on or before the Closing Date, Purchaser at its sole option may: (a) terminate this Contract by notice delivered to Seller on or before the Closing Date; or (b) waive such conditions precedent and proceed to Closing. Upon any termination of this Contract pursuant to any right to terminate set forth in this Contract and except as set forth in Section 8.02, the parties will have no further liability to each other. No termination under this agreement shall affect the terms and provisions of the Lease Agreement.
Sample 1

Related to Failure of Conditions; Termination

  • Failure of Condition If all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer shall have the option to: (i) waive such condition and proceed to Closing hereunder; (ii) terminate this Agreement by written notice to District, whereby District will release the Initial Deposit to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to three (3) months to permit District to satisfy the conditions to Closing set forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing shall occur within thirty (30) days after the conditions precedent set forth in Section 5.1.1 have been satisfied, but if such conditions precedent have not been satisfied by the end of the three (3) month period, provided the same is not the result of Developer’s failure to perform any obligation of the Developer hereunder, the Developer may again proceed under clause (i) or (ii) above. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be of no further force and effect, except those provisions that expressly survive termination.

  • Failure of Conditions If the Conditions Precedent shall not have been satisfied or waived by February 27, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “Termination Notice”) delivered to the other party by February 27, 2015 (the “Failure of Conditions Termination Date”). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below for the River Valley Facility to be included on Exhibit “E”, the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.

  • Default Termination a. In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clause 4 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Waiver; Termination No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive.

  • Termination Upon Breach Either the Corporation or the Consultant may terminate this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach by the other party.

Time is Money Join Law Insider Premium to draft better contracts faster.